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একশত
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খগ ৭৭০৬১৭২

Memorandum of Understanding This

Memorandum of Understanding (“MOU”) is made on this 9th
day of February, 2021.
BETWEEN

Startup Khulna, ideal for students and new entrepreneurs who are ready to start
their entrepreneurial journey, having its office at the Daily Probaha Bhaban
(Level 4), 3 KDA Avenue, Shibbari Circle Khulna 9100 Khulna Division,
Bangladesh, (here in after referred to as “Startup Khulna” which expression
unless otherwise repugnant to the context, shall mean and include its
successors-in-interest and assignees, nominees, administrator, officer & legal
representatives), of the ONE PART.

AND
 Innovation Design and Entrepreneurship Academy (iDEA) Project,
ICT Division, Ministry of Posts, Telecommunications and Information
Technology, Government of the People's Republic of Bangladesh,
having its principal office at ICT Tower (level-14), Agargaon, Sher-e
Bangla Nagar, Dhaka-1207, Bangladesh, (here in after referred to as “iDEA
Project”, which expression shall, unless it be repugnant to the subject or context
thereof, deem to mean and include its successors and assigns), of the
OTHER PART.

Both Startup Khulna and iDEA Project hereinafter collectively

referred to as ‘Parties' and individually as ‘Party.'

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একশত
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WHEREAS:
A. Startup Khulna aims to pursue creating an accelerator and its
accompanying
ecosystem of entrepreneurs to provide entrepreneurship
resources and connect the entrepreneurs with the local and global
network for fostering their growth to reduce the burden of
poverty from the society and turn poverty stricken Bangladesh
into the land of entrepreneurs.

B. iDEA Project has been established to create an innovation

ecosystem and
entrepreneurship culture in Bangladesh by promoting
technology-based startups, protect and connect intellectual
property, develop capacity of the young innovators, support to
commercialization and brandings of innovations and to create an
organizational structure to identify, nurture and promote great
ideas;

C. The Parties wish to enter into this MOU to establish an agreed

framework:
for mutual cooperation as per the terms of this
MOU.

NOW, THEREFORE, THE PARTIES HERETO AGREE BY

AND BETWEEN THEMSELVES AS FOLLOWS:

1. DEFINITIONS OF
TERMS

(i) In this MOU, the following expressions shall unless the context
 otherwise
requires have the meanings respectively assigned to
them:

“Confidential Information” shall mean any information that has been exchanged
between the Parties whether the information is related or not to the
subject matter of this MOU, either directly or indirectly, in writing, orally, or
by inspection of tangible objects, whether or not designated as
“Confidential”, “Proprietary” or some similar designation, including
without limitation, the existence of this MOU and the fact of discussions
about the business relationship between the Parties. “Day” shall mean
an English calendar day. “Effective Date” shall mean the coming
into
force of this MOU as mentioned in Clause 4(i) of this MOU.
“দেশপ্রেমের শপথ নিনদুর্নীতিকে বিদায়
দিন”

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“Intellectual Property Rights” or “IPR” shall include, without limitation, copyrights, trade
secrets, trademarks, trade names, domain names, patents, know-how,
formulation, designs, inventions, discoveries and all other intellectual or industrial
property and like rights whether or not registered.

“Month” shall mean an English calendar month.

“MOU” shall mean this “Memorandum of Understanding” including all annexes

attached herewith and all amendments, supplemental or addendum to this MOU
to be made from time to time.

“MOU Period” shall mean the period specified in clause 4(ii) of the MOU.

“Year” shall mean an English calendar year. (ii) Words importing the singular
shall also include the plural and vice versa where
in context requires.
(iii) The title of these conditions is of convenience of reference only and
shall not
be deemed to be part of MOU or in any way affect the interpretation or
construction thereof.

2. OBJECTIVES AND PURPOSE OF THE MOU:

(i) The core purpose of the MOU is to strengthen the relationship
between Startup
Khulna and iDEA Project, and work towards shared vision i.e. Innovation Driven
Entrepreneurial Bangladesh through effective research, mentoring, campaign,
training, advocacy and awareness programs on Innovation and
Entrepreneurship
(ii)The purpose of this MOU is to establish an agreed framework
for mutual
cooperation between the parties.
(iii) The parties agree to mutually assist each other in relation to
the exchange of
information, expert advice, appropriate referral of matters and
cooperation.
“দেশপ্রেমের শপথ নিনসুর্নীতিকে বিদায় দিন”

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Mehedi
3. TERMS AND RESPONSIBILITIES:

The parties agree to cooperate and undertake together the

issues specified as follows:

(i) The parties will jointly undertake various sessions, trainings, mentoring,
campaign, programmes, schemes, awards, fellowships, chairs, seminars
resembling Centre with potential for excellence in particular area, Special
Assistance Programme, Research Projects, Basic Science Research and all types
of programmes aiming to encourage entrepreneurship culture in
Bangladesh as per mutual understanding of both the parties.

(ii)Both the parties will co-operate each other in introducing frontier technologies,
business sale, partnership, joint ventures, client leads, and
presentation opportunities;

(iii) Both the parties will assist each other in promoting and facilitating co
operation, support collaboration and partnerships in Research and Development.

(iv) In case of allocation of co-working space of any government agency,

Startup
Khulna will co-operate iDEA Project by encouraging, guiding, engaging,
inspiring to apply and preparing their startups to use the co-working space
and arranging session if necessary to raise awareness regarding the use
of co working space.

(v) Startup Khulna will assist iDEA Project in all types of initiatives taken by iDEA
Project regarding development of startups or entrepreneurs by
encouraging, guiding, engaging, inspiring, preparing their startups to fulfill
the objective of that initiatives.

(vi) Startup Khulna will build up a startup community and create a platform in
their jurisdiction, to guide and train up the startups for their business and
 persuade people to turn out to be startups.

(vii) The startups from Startup Khulna can utilize the co-working space and
existing lab facilities of iDEA Project as per availability. As well as Startup
Khulna will guide and prepare the startups to use the lab facilities of
iDEA Project. This clause is also applicable whenever lab(s) is/are
established in any other division of Bangladesh.

4. EFFECTIVE DATE, VALIDITY, RENEWAL & MODIFICATION

(i) This MOU shall be effective from the date of signing (“Effective Date”). (ii) The
MOU shall remain valid till the extinction of iDEA Project, from the
Effective Date (“MOU Period”) unless terminated earlier as per the
provisions of this MOU.
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(iii) The MOU may be renewed for a further period as mutually agreed between
the Parties. (iv) At any time, during the validity of this MOU, both the Parties may
mutually
agree to modify or amend the existing terms, conditions or requirements of
this MOU as circumstance demand. Any modification or amendment or
changes under this MOU will not be valid unless it is in writing and duly
signed by both the parties.

5. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that:

(i) It has the full right and authority to enter into, execute and deliver this MOU;

(ii)It has taken all requisite corporate action to approve the execution, delivery and
performance of this
MOU;

(iii) Its execution of and performance under this MOU shall not violate any
 applicable existing regulations, rules, statutes or any contract to
which such Party is a party.

6. TERMINATION OF THE MOU

(i) This MOU shall automatically expire after end of MOU Period unless
renewed/extended or terminated earlier as per the provisions of this
MOU.

(ii)Either Party may terminate this MOU at any time without incurring any
liability
on its part for triggering such termination by providing 90 Days' prior written notice
of such termination to the other Party.

(iii) Consequences of termination/expiry of MOU:

Where this MOU is terminated pursuant to this Clause, or expires, upon

termination/expiry:

a) all documents containing confidential information and copies shall be

returned to the respective Parties as soon as practicable; and b)
Upon termination or expiry of this MOU, no Party shall be relieved from
any obligation already accrued prior to the date of such
termination, nor from any liability for a breach of this MOU occurring
prior to the date of such termination or expiry.

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7. MISCELLANEOUS
(i) NOTICE
All notices, requests or communications between the Parties under this m o
shall be by letter signed by an authorized representative of the sending Party,
oy email or fax immediately confirmed in writing. All notices shall be deems
validity served if mailed in the form of pre-paid registered letter, return recep
requested, to the following addresses;

For Startup Khulna:

Daily Probaha Bhaban (Level-
4), 3 KDA Avenue, Shibbari Circle
Khulna 9100 Khulna Division,
Bangladesh.

Or such other address as Startup Khulna shall notify to iDEA Project pursuant hereto.

For IDEA PROJECT:

Innovation Design and Entrepreneurship Academy

(IDEA) Project ICT Tower (14th Floor) Plot: E-14/X, Agargaon,
Dhaka-1207 Bangladesh.

Or such other address as iDEA Project shall notify to Startup Khulna pursuant hereto.

(ii) FORCE MAJEURE

(a) Neither Party shall be liable for any default due to any act of God, war, strike,
industrial action, fire, flood, drought, tempest, earthquake or other event beyond
the reasonable control of either Party.

(b) The obligations of the Parties under this MOU shall be suspended for the
period during which the extraordinary situation exists. Any Party
relying on Force Majeure for suspending performance hereunder shall give
to the other Party immediate notice thereof and, as soon thereafter
as possible, shall give formal written notice specifying in detail the
event of Force Majeure relied upon and the effective date of
suspension.

(c) If the force majeure situation exists for a continuous period of

60 Days, both
Parties shall mutually on the next course of action to be
 taken.

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Mehedi
(iii) CONFIDENTIALITY
The Parties shall keep confidential all Confidential Information that is received
from the other Party or becomes known as a result of this MOU. Information
may be transmitted to governmental, judicial or regulatory authorities, as be
required by any governmental, judicial or regulatory authority. In that cases
before transmitting information one Party must inform in writing to oth about such
requirement.

(iv) INTELLECTUAL PROPERTY RIGHTS

(IPR)
Neither Party shall make any unauthorized use of IPR of the other party on
cause or permit anything which may damage or endanger the IPR of the
other Party or the other party's title to such IPR or assist or allow others to
do so.
(v) RELATIONSHIP OF THE
PARTIES
Nothing in this MOU shall constitute or be deemed to constitute a joint-venture,
partnership between the Parties or the appointment of one Party as agent to the
other Party or employer-employee relationship. Accordingly, except as
expressly authorized under this MOU, neither Party has authority to pledge the
credit of or make any representation or give any authority to contract on behalf of
another Party.

(vi) SURVIVAL
The covenants, conditions and provisions of this MOU which are capable of having
effect after the expiration or early termination of the MOU shall remain in
full force and effect following the expiration or early termination of the MOU.
 (vii) SEVERABILITY
If any provisions of this MOU shall be construed to be illegal or
invalid, they shall not affect the legality and validity of the other provisions of
this MOU. The illegal or invalid provision shall be deleted from this MOU
and no longer incorporated herein but all other provisions of the MOU
shall continue as valid.

(viii) ENTIRE
AGREEMENT
This MOU and attached annexes hereto embody the entire understanding between the
Parties and there are no promises, terms, conditions or obligation, oral or written
expressed or implied orally or in writing other than those contained herein.

(viii) LANGUAGE
This MOU has been executed in English language, which shall be binding and
controlling language for all matters relating to the meaning or interpretation
of this MOU. All correspondence concerning the content of this MOU shall
be in English language.

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() EXCLUSIVITY
This MOU shall be exclusive between the Parties.

(xi) NON-BINDING IN
NATURE
Both Parties understand and agree that this MOU is intended
Island and agree that this MOU is intended to merely capture the
areas of co-operation between the Parties and is legal
operation between the Parties and is legally non-binding " nature.

(xii) GOVERNING LAW AND

SETTLEMENT OF DISPUTE
 (a) This MOU shall be governed by and construed in all respects accu
laws of
Bangladesh.
strued in all respects according to the

(b) Both the Parties shall resolve any disputes relating to the terms and
conditions
of this MOU amicably.

IN WITNESSES WHEREOF THE PARTIES HAVE CAUSED THIS MOU TO BE

EXECUTED AS OF THE DAY AND THE YEAR FIRST ABOVE WRITTEN

Signed for and on behalf of Startup Signed for and on behalf of

Innovation Khulna
Design and Entrepreneurship Academy
(iDEA) Project

Signature:
Mehedi
Signature:

Argona
Name: Mehedi Hasan Position:
Founder & CEO, Startup Khulna.
Name: Syed Mojsbul Huq
Position: Project Director
Secretary), iDEA Project, ICT
Division.
(Additional

Witness 01

Witness
02
 Signature:<t
Signatur
e:
Signature: teren
Name: H.M. Rayhan
Name: Barrister Adneen Zereen
Position: Cheif Operating Position: Legal
Consultant, iDEA Project
officer Startup
Khebra

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